BENIN Law and Practice Contributed by: Nicolin Assogba, D2A SCPA
1. Corporate Governance Requirements 1.1 Corporate Forms and Governance Requirements Principal Forms of Company Company law in Benin is governed primarily by the Organization for the Harmonization of Business Law in Africa ( Organisation pour l ’ Harmonisation en Afrique du Droit des Affaires ; OHADA) Uniform Act on Com - mercial Companies and Economic Interest Groups ( Acte Uniforme relatif au Droit des Sociétés Com- merciales et du Groupement d ’ Intérêt Économique ; AUSCGIE). The principal forms of commercial company are the public limited company ( société anonyme , or SA), the simplified joint-stock company ( société par actions simplifiée , or SAS), the private limited company ( société à responsabilité limitée , or SARL), the general partnership ( société en nom collectif , or SNC) and the limited partnership ( société en commandite simple , or SCS). To these may be added the economic interest group and the single-member variants of the SA, the SARL and the SAS, which allow a business to be car - ried on in corporate form by a single person. The choice of form largely determines the applicable governance requirements. The SA and the SAS are the preferred vehicles for major transactions and foreign investment, with the SA being the only form permit - ted to make a public offering and to be listed. The SARL remains the most common form for small and medium-sized enterprises, owing to its flexibility and low capital requirements. The Source of Governance Requirements Governance requirements combine a mandatory statutory framework and, for listed companies, a market regime supplemented by best-practice rules. The sources are set out in 1.2 Corporate Governance Legislation and Regulation , and the requirements specific to listed companies in 1.3 Companies With Publicly Traded Shares .
1.2 Corporate Governance Legislation and Regulation The OHADA Foundation The primary source of governance rules is the AUS - CGIE, which applies directly in Benin and prevails over any conflicting national provisions. It governs corporate bodies, the allocation of powers, the rights of members, accounting obligations and control rules, and applies to all commercial companies. It is supple - mented by other Uniform Acts, in particular those on general commercial law, security interests, collective insolvency proceedings and accounting law ( Système Beninese law also applies through tax and labour leg - islation and rules specific to certain regulated sectors. Credit institutions are subject to the regulation of the West African Monetary Union (WAMU) and the super - vision of the WAMU Banking Commission, which governs, among other things, the governance of their senior officers. Insurance companies are governed by the Inter-African Conference on Insurance Markets ( Conférence Interafricaine des Marchés d ’ Assurances ; CIMA) Code, and companies with state participation by specific rules on their administration. The Financial-Market Regime Comptable OHADA ; SYSCOHADA). National and Sector-Specific Law For companies making a public offering, the regula - tion of the regional financial market also applies, with the regulatory authority being the Financial Markets Authority of the West African Monetary Union (AMF- UMOA). This regulation is supplemented by the Cor - porate Governance Code for companies listed on the Regional Securities Exchange ( Bourse Régionale des Valeurs Mobilières ; BRVM), examined in 1.3 Compa- nies With Publicly Traded Shares . 1.3 Companies With Publicly Traded Shares A Common Regional Framework Benin does not have a national stock exchange: Beni - nese companies wishing to open their capital to the public do so on the regional financial market common to the eight WAMU states, whose trading platform is the BRVM, based in Abidjan. Admission to this market and the maintenance of a listing require compliance with the rules of the AMF-UMOA and the BRVM’s
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